As filed with the Securities and Exchange Commission on March 20 1997
Registration No.333-__________*
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PENNSYLVANIA ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1920170
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One PEI Center
Wilkes-Barre, Pennsylvania 18711-0601
(717) 829-8843
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Thomas J. Ward, Secretary
Pennsylvania Enterprises, Inc.
One PEI Center
Wilkes-Barre, Pennsylvania 18711-0601
(717) 829-8812
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
Copy to:
Garett J. Albert, Esq.
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /x /
<TABLE>
<CAPTION>
Calculation of Registration Fee
- ------------------------------- --------------------- --------------------- -------------------- --------------------
Proposed Proposed
maximum maximum
Title of Shares Amount offering price aggregate offering Amount of
to be registered to be registered per unit** price** registration fee
- ------------------------------- --------------------- --------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, no par value, 252,232 shares $22.5625 $5,690,985 $1,724.54
stated value $5 per share
- ------------------------------- --------------------- --------------------- -------------------- --------------------
</TABLE>
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
<PAGE>
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- ------------------------
* On March 20, 1997, the Registrant effected a two-for-one stock split with
respect to its Common Stock, no par value stated value $10 per share
("Prior Common Stock"). Through March 19, 1997, a total of 147,768 shares
of Prior Common Stock had been issued under the Plan. This Registration
Statement contains a prospectus which includes the information currently
required in a prospectus relating to 400,000 shares of Prior Common Stock
registered by the Company under Registration Statement No. 33-53435
concerning its Customer Stock Purchase Plan. Pursuant to Rule 429 of the
Securities Act of 1933, as amended, the Company intends to use the
prospectus contained in this Registration Statement in connection with the
securities registered under Registration Statement No. 33-53435.
** For purposes of computing the filing fee, the proposed maximum offering
price has been computed in accordance with Rule 457(c) of the Securities
Act of 1933, as amended, based on the average of the high and low prices
for Prior Common Stock reported on the New York Stock Exchange on March 14,
1997.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED MARCH 20, 1997
PRELIMINARY PROSPECTUS
Pennsylvania Enterprises, Inc.
------------------
Customer Stock Purchase Plan
800,000 Shares of Common Stock
(no par value, stated value $5.00 per share)
The Customer Stock Purchase Plan (the "Plan"), of Pennsylvania
Enterprises, Inc. (the "Company") provides the residential utility customers of
the Company's principal operating subsidiary, PG Energy Inc. ("PGE") with a
simple and convenient method of purchasing shares of Common Stock, no par value,
stated value $5.00 per share, of the Company ("Common Stock") at a 5% discount
from the market price.
Residential utility customers of PGE may participate in the Plan by
purchasing Common Stock directly from the Company. Payments for shares received
from customers on or prior to 5:00 P.M. on the last business day of a calendar
quarter (calendar quarters end March 31, June 30, September 30 and December 31)
will be used to purchase shares of Common Stock on the first business day
following the end of each such calendar quarter (an "Investment Date").
The Company administers the Plan at its own expense. No brokerage fee
or commission will be charged to the customer on the purchase of shares under
the Plan.
The purchase price of shares purchased under the Plan will be an amount
equal to 95% of the average of the daily high and low prices for the Company's
Common Stock for the five trading days immediately preceding the applicable
Investment Date as reported on the New York Stock Exchange.
The outstanding shares of the Company's Common Stock are, and the
additional shares offered hereby will be, listed on the New York Stock Exchange.
The Company will receive all of the net proceeds from the sale of the
Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
-------------------
The date of this Prospectus is _________, 1997
<PAGE>
No person has been authorized to give any information or make any
representations other than those contained in this Prospectus in connection with
the offer made hereby, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer or solicitation by anyone
in any jurisdiction in which said offer or solicitation is not qualified or in
which the person making such offer or solicitation is not qualified to do so or
to anyone to whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company or its subsidiaries since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549-1004, and at the following Regional Offices of the Commission: Chicago
Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60621-2511, and New York Regional Office, 7 World Trade
Center, New York, New York 10048-1100. Copies of such materials may also be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549-1004 at prescribed rates. Such
reports and other information may also be inspected at the offices of the New
York Stock Exchange at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933. This Prospectus does
not contain all of the information contained in the Registration Statement.
Reference is hereby made to the Registration Statement for further information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, which
has been filed with the Commission pursuant to the Exchange Act (File No.
0-7812).
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein, or contained in this Prospectus, shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
<PAGE>
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus is
delivered, on the oral or written request of any such person, a copy of the
foregoing documents incorporated herein by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
in such documents). Written or telephone requests for such copies should be
directed to the Company's Investor Relations Department at the Company's
principal executive office. The mailing address of such office is Pennsylvania
Enterprises, Inc., One PEI Center, Wilkes-Barre, Pennsylvania 18711-0601,
telephone no. (717) 829-8843.
THE COMPANY
The Company is a holding company formed in 1974, with regulated and
nonregulated subsidiaries. Its regulated subsidiaries consist of PGE, the
Company's principal subsidiary and Honesdale Gas Company ("Honesdale") each of
which is engaged in the distribution of natural gas in northeastern
Pennsylvania.
PGE, incorporated in 1867 as Dunmore Gas & Water Company, and
Honesdale are operating public utilities whose gas businesses are regulated by
the Pennsylvania Public Utility Commission ("PPUC"). The Company's other
subsidiaries are not so regulated. As of March 1, 1997, PGE and Honesdale
together had approximately 147,000 gas customers.
USE OF PROCEEDS
The Company has no basis for estimating either the number of shares of
Common Stock that will ultimately be purchased under the Plan or the aggregate
amount that the Company will receive for any shares of Common Stock purchased
under the Plan. The net proceeds from the sale of any shares of Common Stock
will either be used for the general corporate purposes of the Company or made
available to PGE or to one or more of the Company's other subsidiaries for
repayment of debt, for payment of capital expenditures and/or for other
corporate purposes. To the extent that PGE uses proceeds from this offering to
repay debt, such proceeds would be used to repay bank borrowings which generally
bear interest at less than prime.
<PAGE>
THE PLAN
The following questions and answers constitute the Plan.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide residential utility customers
(the "Customers") of PGE and Honesdale with a simple and convenient method of
investing in shares of the Company's Common Stock. Since these shares of Common
Stock will be purchased from the Company, the Company will receive additional
funds that will be added to the general corporate funds of the Company and will
be made available to PGE or to one or more of the Company's other subsidiaries
for repayment of debt, for payment of capital expenditures and for other
corporate purposes.
Advantages
2. What are the advantages of the Plan for the Customer?
A Customer will be able to purchase shares of the Company's Common
Stock at a 5% discount from the market price (see Question 11) and without
payment of brokerage commission, service charge or other regular expense.
After purchasing Common Stock under the Plan, Customers who own at
least twenty (20) shares of Common Stock and wish to continue to build their
ownership in the Company may do so by participating in the Company's Dividend
Reinvestment and Stock Purchase Plan. Copies of the prospectus relating to the
Dividend Reinvestment and Stock Purchase Plan may be obtained by writing or
calling the Company (see Question 3).
Administration
3. Who administers and interprets the Plan?
The Company administers and interprets the Plan for Customers, keeps
the records of the Plan and performs other duties relating to the Plan. There
are no brokerage fees charged by the Company in connection with purchases made
pursuant to the Plan, and the Company absorbs all of the administrative expense
of the Plan. However, charges will be incurred by the Customer upon the sale of
the Customer's shares. All correspondence to the Company relating to the Plan
should be directed to:
<PAGE>
Vice President, Financial Services
Pennsylvania Enterprises, Inc.
One PEI Center
Wilkes-Barre, PA 18711-0601
1-800-493-0400
The Company has delegated certain of its administrative
responsibilities under the Plan to the Company's registrar and transfer agent,
ChaseMellon Shareholder Services, L.L.C. (the "Agent"). The Agent issues the
stock certificates, keeps the records of the shareholder accounts and performs
all duties as registrar and transfer agent. All correspondence, questions or
other communications regarding the issuance of certificates or Customers'
accounts (see Question 14) should be directed to:
ChaseMellon Shareholder Services, L.L.C.
Overpeck Centre
85 Challenger Road
Ridgefield Park, NJ 07660
1-800-851-9677
Should ChaseMellon Shareholder Services, L.L.C. cease to act as the
Agent under the Plan, the Company may designate another agent or may perform
these administrative duties itself. In such event, all references herein to
ChaseMellon Shareholder Services L.L.C. shall be deemed to be references to the
Company or such other agent as the Company may designate.
Participation
4. Who is eligible to participate in the Plan?
All residential utility customers of PGE and Honesdale are eligible to
participate in the Plan, including all adult members (at least 18 years old) of
households served by PGE or Honesdale. Consumers who are not customers, such as
renters and condominium owners, may participate in the Plan, except that groups
of individuals such as tenant associations are not eligible to participate.
A Customer may enroll under the Plan in his or her own name, in the
joint name of the Customer and another person, or in his or her name as
custodian or trustee for another person, by marking the Authorization Form in
the appropriate manner.
If it appears to the Company that any Customer is using or
contemplating the use of the Plan in a manner or with an effect that, in the
sole judgment and discretion of the Company, is not in the best interests of the
Company or its shareholders, then the Company may decline to issue all or any
portion of the shares of Common Stock for which any payment by or on behalf of
such Customer is tendered. Such payment (or the portion thereof not to be
invested in shares of Common Stock) will be returned by the Company as promptly
as practicable without interest.
<PAGE>
5. How does an eligible Customer participate in the Plan?
An Authorization Form may be obtained from the Company by writing or
telephoning the Company (see Question 3).
6. How are investments made?
An investment is made by forwarding to the Company (at the address set
forth in Question 3) a check or money order payable to Pennsylvania Enterprises,
Inc. with a completed Authorization Form prior to an Investment Date as more
fully described in Question 8. On the next Investment Date, the amount forwarded
will be invested in full shares of Common Stock. See Question 13 concerning
fractional shares.
A payment to be used for investment in Common Stock should be sent to
the Company separately and not with the payment of the Customer's utility bill.
7. Are there limits to the amount a Customer may invest?
Yes. A Customer may invest a minimum of $100 each Investment Date. The
maximum investment a Customer is permitted to make under the Plan is $10,000
each Investment Date.
Purchases
8. When will payments be invested?
Shares will be purchased from the Company. Payments for shares will be
accepted by the Company during the 30 days immediately preceding each Investment
Date. Payments received on or prior to 5:00 p.m. on the last business day of a
calendar quarter (calendar quarters end March 31, June 30, September 30 and
December 31) will be used to purchase shares of Common Stock on the first
business day following the end of such calendar quarter. Payments received after
5:00 p.m. on the last business day of a calendar quarter and before the 30th day
immediately preceding each Investment Date will be returned by the Company.
If a Customer makes a payment to the Company for the purchase of
shares of Common Stock and then decides not to make such investment, the
Customer may obtain a refund of his or her payment upon a written request for
such refund received by the Company at least two business days prior to the next
Investment Date.
<PAGE>
9. Will interest be paid on cash investments prior to the Investment
Date?
No. For that reason, the Company urges Customers to mail their
investments so that they are received by the Company before, but as close as
possible to, the last business day of a calendar quarter, but allowing time for
any mailing delays.
10. What is the source of shares purchased under the Plan?
Shares purchased under the Plan will be original issue shares or
treasury shares of Common Stock of the Company.
11. What will be the price of shares purchased under the Plan?
The purchase price will be an amount equal to 95% of the average of
the daily high and low prices for the Company's Common Stock for the five
trading days immediately preceding the applicable Investment Date as reported on
the New York Stock Exchange.
12. How many shares of Common Stock will be purchased?
The number of shares to be purchased for each Customer will depend on
the amount to be invested by that Customer and the price of the Company's Common
Stock as determined under the Plan. (See Question 11.)
A Customer may not specify the number of shares to be purchased or the
price at which shares are to be purchased, or otherwise seek to restrict or
control purchases made pursuant to the Plan.
Fractional Shares
13. Will Customers receive fractional shares?
No. Only full shares will be issued. After the Common Stock has been
purchased for the Customer, any remaining funds which are insufficient to
purchase a full share of Common Stock will be returned to the Customer without
interest.
Certificates for Shares
14. Will stock certificates be issued for shares purchased under the
Plan?
Yes. After the Investment Date, the Company will issue a certificate
to the Customer for the appropriate number of full shares. Certificates for new
shareholders will be issued in accordance with the Customer's instructions on
the Authorization Form. Certificates for current shareholders will be issued in
the name in which the shareholder account is maintained on the books of the
Company.
<PAGE>
Customers' Accounts and Records
15. What information will the Customer receive?
Shortly after the Investment Date, the Customer will receive from the
Company a stock certificate representing the full shares of Common Stock
purchased on his or her behalf, notification of the price at which the shares
were purchased, and a check for any excess funds insufficient to purchase a full
share of Common Stock.
A shareholder account will be opened by the Company's transfer agent
for Customers who become new shareholders as a result of their purchase of
Common Stock under the Plan. The Account will be opened in accordance with the
Customer's instructions on the Authorization Form. All joint accounts will be
"Joint Tenants" unless otherwise instructed by the Customer.
Other Information
16. What are the responsibilities of the Company and the Agent under
this Plan?
In administering the Plan, neither the Company nor the Agent nor any
agent of either of them will be liable for any good faith act or omission to
act, including, without limitation, any claim of liability (1) arising out of
failure to terminate a Customer's account upon a Customer's death prior to
receipt of legally sufficient instructions with respect thereto and (2) with
respect to the prices at which shares are purchased for the Customer's account
and the times such purchases are made. However, the immediately preceding
sentence shall not limit any person's rights under the federal securities laws.
17. Does participation in the Plan involve any risk?
The Plan itself creates no additional risk. The risk to Customers who
participate in the Plan is the same as with any other investment in shares of
Common Stock of the Company. It should be recognized that a Customer who
purchases Common Stock under the Plan loses any advantage otherwise available
from being able to select the timing of his or her investment. It should also be
recognized that the Company and the Agent do not assure the Customer of a profit
or protect the Customer against a loss on the shares purchased under the Plan.
<PAGE>
18. May the Plan be changed or discontinued?
The Company reserves the right to suspend or terminate the Plan at any
time, including in the event of an oversubscription (see Question 19), and to
interpret and regulate the Plan as it deems necessary or desirable in connection
with the operation of the Plan. The Company also reserves the right to make
modifications to the Plan.
All questions as to the validity, form, eligibility and acceptance of
investments will be determined solely by the Company, which determinations will
be final and binding. No alternative, conditional or contingent investments will
be accepted. The Company reserves the absolute right to reject any or all
investments for any reason. The Company also reserves the right to waive any
irregularities or conditions, and the Company's interpretations of the terms and
conditions of the Plan shall be final and binding.
19. What happens if participation exceeds the number of shares the
Company has available for issuance under the Plan?
In the event of an oversubscription to purchase shares under the Plan,
the Company may file a registration statement with the Commission to register
additional shares of Common Stock to cover the oversubscription. However, if the
Company determines, in its sole discretion, not to make such registration, the
Company shall promptly suspend participation in the Plan and refund the payments
made by those Customers whose subscriptions were received by the Company after
all the shares available under the Plan had been allocated to prior subscribers.
20. What are the federal income tax consequences of participating in
the Plan?
Although not free from doubt, the Company believes that the excess of
the fair market value of the shares of Common Stock purchased under the Plan
over the purchase price paid for such shares will not be includible in gross
income. The Customer's tax basis in shares of Common Stock purchased under the
Plan will be equal to his or her cost, and his or her holding period will
commence on the day following the purchase date.
21. What is the tax treatment of dividends received by a Customer with
respect to shares purchased by the Customer pursuant to the Plan?
Generally, all distributions will be treated as dividends and will be
taxable as ordinary income to the extent of the Company's earnings and profits.
To the extent that a distribution exceeds the Company's earnings and profits, it
is deemed to be a return of capital. A return of capital reduces a shareholder's
basis in his or her shares, but not below zero. To the extent a return of
capital reduces a shareholder's basis, no gain is recognized; and to the extent
a return of capital exceeds a shareholder's basis, it is treated as capital
gain. Form 1099, which is sent to each shareholder annually, will indicate the
total amount of dividends paid to such shareholder.
<PAGE>
22. What is the tax treatment of any payment received by a Customer
upon the sale of shares purchased by the Customer pursuant to the Plan?
A Customer who receives any payment for the sale of shares purchased
by the Customer pursuant to the Plan will recognize either short-term or
long-term capital gain or loss, depending on his or her particular
circumstances, the tax basis of his or her shares (adjusted to reflect any
return of capital dividends paid thereon) and the period of time he or she has
held his or her shares.
A CUSTOMER SHOULD CONSULT HIS OR HER TAX ADVISOR TO DETERMINE THE TAX
CONSEQUENCES OF PARTICIPATING IN THE PLAN.
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The following statements are brief summaries of certain provisions
relating to the Company's capital stock and are qualified in their entirety by
reference to the provisions of the Company's Restated Articles of Incorporation,
as amended (the "PEI Articles"), and the Company's By-Laws, as amended, each of
which have been filed with the Commission.
The Company's authorized capital stock consists of 30,000,000 shares
of Common Stock. As of March 20, 1997, there were 9,630,664 shares of Common
Stock outstanding.
Voting Rights
Holders of Common Stock have the right to cast one vote for each share
held of record on all matters submitted to a vote of holders of Common Stock.
Holders of Common Stock are not entitled to cumulative voting rights in the
election of directors.
Dividend Rights
Holders of shares of Common Stock are entitled to dividends when, as
and if declared by the Board of Directors from funds legally available therefor.
Liquidation
In the event of the liquidation, dissolution or winding up of the
affairs of the Company, all surplus of the Company remaining after the discharge
by the Company of all liabilities shall be distributed, pro rata, among the
holders of Common Stock.
Other Provisions
Holders of Common Stock are not entitled to conversion or pre-emptive
rights and there are no redemption or sinking fund provisions applicable to the
Common Stock.
Nonassessability
All of the outstanding shares of Common Stock are fully paid and
nonassessable and all shares of Common Stock to be offered by the Company
hereby, when issued, will be fully paid and nonassessable.
Certain Business Combinations
The PEI Articles contain a "fair price" provision, which requires, in
addition to any affirmative vote required by law or the PEI Articles, the
affirmative vote of a majority of the then outstanding shares of Voting Stock
(as defined below) held by shareholders other than Related Persons (as defined
below) for certain transactions (each a "Business Combination") involving the
Company or a subsidiary and a Related Person, unless certain minimum price and
<PAGE>
form of consideration requirements are met or the approval of a majority of
Continuing Directors (as defined below) has been given. A "Related Person" is
defined to include any person, who, together with its affiliates, is the
beneficial owner of 10% or more of the then outstanding Voting Stock of the
Company. A "Business Combination" includes certain mergers, sales of assets,
issuances of securities, liquidations or dissolutions, or reclassifications or
recapitalizations. A "Continuing Director" is a director who was a director
before the Related Person involved in the Business Combination became a Related
Person or was designated (before such director's initial election as director)
as a Continuing Director by a majority of the Continuing Directors then on the
Board. "Voting Stock" means all outstanding shares of capital stock of the
Company entitled to vote generally in the election of directors.
This "fair price" provision may in certain circumstances make more
difficult or discourage a takeover of the Company and, thus, the removal of
incumbent management.
Shareholder Rights Plan
The Company has adopted a Shareholder Rights Plan under the terms of
which each shareholder of record will receive a dividend distribution of one
right ("Right" or "Rights") for each share of Common Stock held. Each Right will
entitle shareholders to purchase from the Company one-half of a share of Common
Stock. No less than two Rights, and only integral multiples of two Rights, may
be exercised by holders of Rights at an exercise price of $50 per share of
Common Stock (equivalent to $25 for each one-half share of Common Stock),
subject to certain adjustments. The Rights will become exercisable only if a
person or group acquires 15% or more of the Company's Common Stock, or commences
a tender or exchange offer which, if consummated, would result in that person or
group owning at least 15% of the Common Stock. Prior to that time, the Rights
will not trade separately from the Common Stock.
If a person or group acquires 15% or more of the Company's Common
Stock, all other holders of Rights will then be entitled to purchase, by payment
of the $50 exercise price upon the exercise of two Rights, the Company's Common
Stock (or a Common Stock equivalent) with a value of twice the exercise price.
In addition, at any time after a 15% position is acquired and prior to the
acquisition by any person or group of 50% or more of the outstanding Common
Stock, the Company's Board of Directors may, at its option, require each
outstanding Right (other than Rights held by the acquiring person or group) to
be exchanged for one share of common stock (or one Common Stock equivalent).
If, following an acquisition of 15% or more of the Company's Common
Stock, the Company is acquired by any person in a merger or other business
combination transaction or sells more than 50% of its assets or earning power to
any person, all other holders of Rights will then be entitled to purchase, by
payment of the $50 exercise price upon the exercise of two Rights, common stock
of the acquiring company with a value of twice the exercise price.
The Company may redeem the Rights at $.0025 per Right at any time
prior to the time that a person or group has acquired 15% or more of its Common
Stock. The Rights, which expire on May 16, 2005, do not have voting or dividend
rights and, until they become exercisable, have no dilutive effect on the
earnings per share of the Company.
<PAGE>
Certain Pennsylvania Law Provisions
Pennsylvania Business Corporation Law. The Pennsylvania Business
Corporation Law of 1988, as amended (the "PBCL"), generally prohibits a
corporation that has a class of voting stock registered under the Exchange Act
(such as the Company) from entering into certain broadly-defined business
combinations with an "interested shareholder" (defined, in general, as any
person or entity that is the beneficial owner of at least 20% of a corporation's
voting stock or is an affiliate or an associate of such corporation and at any
time within the five-year period immediately prior to the date in question was
the beneficial owner of at least 20% of the corporation's voting stock) during
the five-year period following the interested shareholder's share acquisition
date unless (i) the business combination or share acquisition is approved by the
board of directors of the corporation prior to the date of the acquisition of
the shares which made such shareholder an interested shareholder, (ii) the
business combination is approved by the affirmative vote of all of the holders
of the outstanding common stock of the corporation or (iii) at a meeting called
for such purpose no earlier than three months after the interested shareholder
becomes the beneficial owner of at least 80% of the corporation's voting shares,
the business combination is approved by the affirmative vote of the holders of
shares entitling such holders to cast a majority of the votes that all
shareholders would be entitled to cast in an election of directors of the
corporation, not including any voting shares owned by the interested shareholder
or any affiliate or associate of such interested shareholder, and the interested
shareholder has complied with certain statutory minimum fair price conditions in
the business combination.
The PBCL also allows such business combinations to be effected after
the five-year period when (i) the interested shareholder complies with the
statutory fair price provisions in the business combination and the business
combination is approved at a shareholders' meeting called for such purpose (at
which meeting the interested shareholder's shares may be counted) or (ii) the
holders of a majority of the votes entitled to be cast in an election of
directors, excluding the shares beneficially held by the interested shareholder
(and any associate or affiliates), approve the business combination.
The PBCL provides generally that the acquisition of 20% or more of the
voting power of a registered Pennsylvania corporation by any person (a
"controlling person") or group (a "controlling group") entitles every other
holder of voting stock of such corporation to elect to receive from the 20%
holder, in cash, an amount equal to the "fair value" of such shares, taking into
account all relevant factors, including a proportionate amount of any control
premium. The minimum value a shareholder can receive is the highest price paid
per share by a controlling person or controlling group at any time during the
90-day period ending on and including the date of the control transaction, i.e.
the acquisition of 20% or more.
Pennsylvania Public Utility Code. Corporations and persons owning or
holding directly or indirectly 5% or more of the Common Stock are "affiliated
interests" of PGE under the Pennsylvania Public Utility Code. PPUC approval is
required for contracts or arrangements providing for the furnishing of
management, supervisory, construction, engineering, accounting, legal, financial
or similar services and contracts or arrangements for the purchase, sale, lease,
or exchange of any property, right or thing or for the furnishing of any
service, property, right or thing other than those above enumerated, made or
entered into between PGE and any affiliated interest.
<PAGE>
Public Utility Holding Company Act
The Public Utility Holding Company Act of 1935 ("PUHCA") regulates
certain acquisitions of direct or indirect interests in public utility
companies, such as acquisitions of the Company's Common Stock. The Company is a
"holding company" within the meaning of the PUHCA, but is exempt, pursuant to
Section 3(a) thereof, from all provisions of the PUHCA (except Section 9(a)(2)
thereof). Under Section 9(a)(2), any person who owns 5% or more of the voting
securities of another public utility company would be prohibited from acquiring
5% or more of the Company's Common Stock without prior approval of the
Commission. Any other person not qualifying for an exemption would be required
to register as a holding company under the PUHCA upon acquiring or holding 10%
or more of the Company's Common Stock. Upon such registration, the 10%
shareholder and the Company would become subject to the PUHCA generally and be
required, among other things, to obtain Commission authorization for its
corporate organization in accordance with the PUHCA and, subject to certain
exceptions, for its financings, acquisitions and affiliate transactions.
Transfer Agent and Registrar
ChaseMellon Shareholder Services, L.L.C. is the transfer agent and
registrar for the Common Stock.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by LeBoeuf, Lamb, Greene & MacRae (now LeBoeuf,
Lamb, Greene & MacRae LLP), 320 Market Street, Suite E400, Strawberry Square,
P.O. Box 12105, Harrisburg, PA 17108-2105 and by Moses & Gelso, L.L.P., 120 S.
Franklin Street, Wilkes-Barre, PA 18701-1188.
EXPERTS
The consolidated financial statements and schedules included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, and
incorporated by reference in the Registration Statement, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.
<PAGE>
========================================================
PENNSYLVANIA ENTERPRISES, INC.
-----------------------------------
Customer
Stock Purchase Plan
===================================
800,000 Shares
Common Stock
PROSPECTUS
----------
____________, 1997
========================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth all expenses payable by the Company in
connection with the sale of the Common Stock being registered:
<TABLE>
<S> <C>
Registration fee $ 1,724.54
Printing expenses 5,000.00
Legal fees and expenses 1,500.00
Accounting fees and expenses 2,000.00
Miscellaneous 1,000.00
-----------
Total $ 12,224.54
===========
</TABLE>
Item 15. Indemnification of Directors and Officers
Sections 1741 through 1750 of Subchapter D of Chapter 17 of the PBCL
contain, among other things, provisions for mandatory and discretionary
indemnification of a corporation's directors, officers and other personnel.
Under Section 1741, unless otherwise limited by its by-laws, a
corporation has the power to indemnify directors and officers under certain
prescribed circumstances against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with a threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), to which any of them is a party or
threatened to be made a party by reason of his being a representative, director
or officer of the corporation or serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action or proceeding by judgment, order,
settlement or conviction or upon a plea of nolo contendere or its equivalent
does not of itself create a presumption that the person did not act in good
faith and in a manner that he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 1742 provides for indemnification with respect to derivative
and corporate actions similar to that provided by Section 1741. However,
indemnification is not provided under Section 1742 with respect to any claim,
issue or matter as to which a director or officer has been adjudged to be liable
to the corporation unless and only to the extent that the proper court
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, a director or officer is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
<PAGE>
Section 1743 provides that indemnification against expenses is
mandatory to the extent that the director or officer has been successful on the
merits or otherwise in defense of any such action or proceeding referred to in
Section 1741 or 1742.
Section 1744 provides that unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation as
authorized in the specific case upon a determination that indemnification of
directors and officers is proper because the director or officer met the
applicable standard of conduct, and such determination will be made by the board
of directors by a majority vote of a quorum of directors not parties to the
action or proceeding; if a quorum is not obtainable or if obtainable and a
majority of disinterested directors so directs, by independent legal counsel or
by the shareholders.
Section 1745 provides that expenses incurred by a director or officer
in defending any action or proceeding referred to in the Subchapter may be paid
by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.
Section 1746 provides generally that except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by the Subchapter shall not
be deemed exclusive of any other rights to which a director or officer seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding that office.
Section 1747 also grants a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him in his capacity as officer or director, whether or not the
corporation would have the power to indemnify him against the liability under
this Subchapter of the PBCL.
Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in the Subchapter to successor corporations
resulting from consolidation, merger or division and to service as a
representative of such corporations or of employee benefit plans.
Section 1750 provides that the indemnification and advancement of
expenses granted pursuant to this Subchapter, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
representative of the corporation and shall inure to the benefit of the heirs
and personal representatives of that person.
Article II, Section 15 of the Company's By-Laws, provides that to the
fullest extent that the PBCL permits elimination or limitation of the liability
of directors, no director shall be personally liable for monetary damages as
such for any action taken, or any failure to take any action, as a director.
<PAGE>
Article VII, Section 1 of the Company's By-Laws provides that the
Company shall indemnify its directors and officers to the fullest extent
permitted by the PBCL. Persons who are not directors or officers of the Company
may be similarly indemnified in respect of service to the Company or to another
such entity at the request of the Company to the extent the Board of Directors
at any time designates such person as being entitled to the benefits of such
indemnity.
The Company has purchased director and officer liability insurance for
its directors and officers.
Item 16. Exhibits
The following exhibits are filed herewith or incorporated by
reference. The reference numbers correspond to the numbered paragraphs of Item
601 of Regulation S-K.
4-1 Customer Stock Purchase Plan (see Prospectus).
4-2 Restated Articles of Incorporation of the Company, as amended -- filed
as Exhibit 4-1 to the Company's Registration Statement No. 333-23645.
4-3 By-Laws of the Company, as amended and restated -- filed as Exhibit 3-2
to the Company's Annual Report on Form 10-K for 1994, File No. 0-7812.
4-4 Rights Agreement dated as of April 26, 1995 between the Company and
Chemical Bank, as Rights agent -- filed as Exhibit 4-1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995,
File No. 0-7812.
5-1 Opinion of Moses & Gelso, L.L.P.
23-1 Consent of Arthur Andersen LLP.
23-2 Consent of Moses & Gelso, L.L.P. (incorporated in Exhibit 5-1)
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Wilkes-Barre, Commonwealth of Pennsylvania, on the
20th day of March, 1997.
PENNSYLVANIA ENTERPRISES, INC.
By: /s/ John F. Kell, Jr.
-------------------------------
(John F. Kell, Jr.)
Vice President, Financial Services
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(i) Principal Executive Officer:
/s/ Thomas F. Karam President, Chief March 20, 1997
- ----------------------------- Executive Officer and Director
(Thomas F. Karam)
(ii) Principal Financial and Accounting Officer:
/s/ John F. Kell, Jr. Vice President, March 20, 1997
- ----------------------------- Financial Services
(John F. Kell, Jr.)
(iii) A Majority of the Board of Directors:
/s/ Kenneth L. Pollock Chairman of the March 20, 1997
- ----------------------------- Board of Directors
(Kenneth L. Pollock)
/s/ William D. Davis Vice Chairman of the March 20, 1997
- ----------------------------- Board of Directors
(William D. Davis)
<PAGE>
/s/ Robert J. Keating Director March 20, 1997
- -----------------------------
(Robert J. Keating)
/s/ James A. Ross Director March 20, 1997
- -----------------------------
(James A. Ross)
/s/ John D. McCarthy Director March 20, 1997
- -----------------------------
(John D. McCarthy)
/s/ Ronald W. Simms Director March 20, 1997
- -----------------------------
(Ronald W. Simms)
/s/ Kenneth M. Pollock Director March 20, 1997
- -----------------------------
(Kenneth M. Pollock)
/s/ Paul R. Freeman Director March 20, 1997
- -----------------------------
(Paul R. Freeman)
/s/ John D. McCarthy, Jr. Director March 20, 1997
- -----------------------------
(John D. McCarthy, Jr.)
/s/ Richard A. Rose, Jr. Director March 20, 1997
- -----------------------------
(Richard A. Rose, Jr.)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
<S> <C> <C>
4-1 Customer Stock Purchase Plan (see Prospectus).
4-2 Restated Articles of Incorporation of the Company, as
amended -- filed as Exhibit 4-1 to the Company's
Registration Statement No. 333-23645.
4-3 By-Laws of the Company, as amended and restated --
filed as Exhibit 3-2 of the Company's Annual Report
on Form 10-K for 1994, File No. 0-7812.
4-4 Rights Agreement dated as of April 26, 1995 between
the Company and Chemical Bank, as Rights Agent --
filed as Exhibit 4-1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1995, File No. 0-7812.
5-1 Opinion of Moses & Gelso, L.L.P.
23-1 Consent of Arthur Andersen LLP.
23-2 Consent of Moses & Gelso, L.L.P. (incorporated in Exhibit
5-1).
</TABLE>
LAW OFFICES OF
MOSES & GELSO, L.L.P.
120 S. FRANKLIN STREET
WILKES-BARRE, PA 18701-1188
March 20, 1997
Pennsylvania Enterprises, Inc.
One PEI Center
Wilkes-Barre, Pennsylvania 18711-0601
Re: Pennsylvania Enterprises, Inc.
252,232 Shares of Common Stock
------------------------------
Dear Ladies and Gentlemen:
We have acted as special counsel for Pennsylvania Enterprises, Inc., a
Pennsylvania corporation (the "Company") for the purpose of rendering this
opinion in connection with the filing by the Company with the Securities and
Exchange Commission of a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933 (the "Act") relating to the sale by
the Company of 252,232 shares of Common Stock, no par value, stated value $5 per
share (the "Shares") pursuant to the Company's Customer Stock Purchase Plan.
As such special counsel, we have examined such corporate records,
certificates and other documents as we have considered necessary for the
purposes of this opinion. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all documents submitted
to us as copies and the authenticity of the originals of such latter documents.
As to any facts material to our opinion, we have, when such facts were not
independently established, relied upon the aforesaid records, certificates and
documents.
We are members of the Bar of the Commonwealth of Pennsylvania and we
express no opinion as to the laws of any other jurisdiction other than the laws
of the United States of America to the extent specifically referred to herein.
Upon the basis of the foregoing examination and subject to the
limitations contained herein we are of the opinion that:
(a) when the Registration Statement has become effective under the
Act, no further authorization, consent or approval by any regulatory authority
will be required for the valid issuance and sale of the Shares (except under the
so-called "blue sky" or securities laws of the several states of which we do not
express any opinion); and
(b) the Shares are duly authorized and, when issued and paid for in
the manner set forth in the Registration Statement, will have been validly
issued and fully paid and non-assessable by the Company.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ JOHN P. MOSES
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 19, 1997
included in Pennsylvania Enterprises, Inc.'s Form 10-K for the year ended
December 31,1996 and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
New York, New York
March 20, 1997
